REG - Banco Santander S.A. - Completion of an accelerated placement of shares

Banco Santander SAAnnouncement

Tue 07:00

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RNS Number : 8057J  Banco Santander S.A.  02 December 2025

 

Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with
the Securities Market legislation, hereby announces the following:

 

OTHER RELEVANT INFORMATION

 

Banco Santander announces that it has completed an accelerated placement (the
"Placement") of 3,576,626 ordinary shares of its subsidiary Santander Bank
Polska S.A. ("Santander Bank Polska"), representing c. 3.5% of Santander Bank
Polska's existing share capital, at a price of PLN 482.0 per ordinary share.

 

Following the Placement and subsequent to the completion of the envisaged sale
of approximately 49% of Santander Bank Polska to Erste Group Bank AG ("Erste")
announced on 5 May 2025 by Banco Santander, Banco Santander will hold
approximately 9.7% of shares in Santander Bank Polska.

 

Banco Santander will remain committed to the Polish market through Santander
Consumer and its planned strategic collaboration with Erste which aims to
leverage each firm's respective strengths and footprint in Corporate &
Investment Banking (CIB) while allowing Erste access to Santander's payments
platforms.

 

The Placement is aligned with Banco Santander's strategic focus on proactive
capital optimization to create shareholder value.

 

In relation to the Placement, the remaining shares in Santander Bank Polska
still held by Banco Santander will be subject to a 90-day post-closing lock-up
period, subject to customary exemptions. The lock-up also allows for the
completion of the Erste transaction.

 

Settlement of the Placement is expected to occur on a T+2 basis on 4 December
2025, on usual settlement terms.

 

Banco Santander, S.A. (in its capacity as a manager and not as shareholder
selling the shares), Santander Bank Polska S.A. - Santander Brokerage House
(Santander Biuro Maklerskie), Bank Handlowy w Warszawie S.A. - Brokerage
Office of Bank Handlowy, Citigroup Global Markets Europe AG, BofA Securities
Europe SA and Goldman Sachs Bank Europe SE acted as Joint Global Coordinators
and Joint Bookrunners for the Placement. Erste Group Bank AG and Erste
Securities Polska S.A. acted as the co-managers.

 

Boadilla del Monte (Madrid), 2 December 2025

 

IMPORTANT INFORMATION

Forward-looking statements

Santander hereby warns that this document contains "forward-looking
statements" as per the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Such statements can be understood through words and
expressions like "expect", "project", "anticipate", "should", "intend",
"probability", "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target", "goal",
"objective", "estimate", "future", "commitment", "commit", "focus", "pledge"
and similar expressions. They include (but are not limited to) statements on
future business development, shareholder remuneration policy and non financial
information.

While these forward-looking statements represent our judgement and future
expectations concerning our business developments and results may differ
materially from those anticipated, expected, projected or assumed in
forward-looking statements.

In particular, forward looking statements are based on current expectations
and future estimates about Santander's and third-parties' operations and
businesses and address matters that are uncertain to varying degrees and may
change, including, but not limited to (a) expectations, targets, objectives,
strategies and goals relating to environmental, social, safety and governance
performance, including expectations regarding future execution of Santander's
and third-parties' (including governments and other public actors) energy and
climate strategies, and the underlying assumptions and estimated impacts on
Santander's and third-parties' businesses related thereto; (b) Santander's and
third-parties' approach, plans and expectations in relation to carbon use and
targeted reductions of emissions, which may be affected by conflicting
interests such as energy security; (c) changes in operations or investments
under existing or future environmental laws and regulations; (d) changes in
rules and regulations, regulatory requirements and internal policies,
including those related to climate-related initiatives; (e) our own decisions
and actions including those affecting or changing our practices, operations,
priorities, strategies, policies or procedures; (f) events that lead to damage
to our reputation and brand; (g) exposure to operational losses, including as
a result of cyberattacks, data breaches or other security incidents; and (h)
the uncertainty over the scope of actions that may be required by us,
governments and others to achieve goals relating to climate, environmental and
social matters, as well as the evolving nature of underlying science and
industry and governmental standards and regulations.

In addition, the important factors described in this document and other risk
factors, uncertainties or contingencies detailed in our most recent Form 20-F
and subsequent 6-Ks filed with, or furnished to, the SEC, as well as other
unknown or unpredictable factors, could affect our future development and
results and could lead to outcomes materially different from what our
forward-looking statements anticipate, expect, project or assume.

Forward-looking statements are therefore aspirational, should be regarded as
indicative, preliminary and for illustrative purposes only, speak only as of
the date of this document, are informed by the knowledge, information and
views available on such date and are subject to change without notice.
Santander is not required to update or revise any forward-looking statements,
regardless of new information, future events or otherwise, except as required
by applicable law. Santander does not accept any liability in connection with
forward-looking statements except where such liability cannot be limited under
overriding provisions of applicable law.

Not a securities offer

This material (and the information therein) does not contain or constitute or
form part of any offer or invitation, or any solicitation or recommendation of
an offer, for securities, and under no circumstances shall it form the basis
of a decision on whether or not to invest in the securities of the Company. No
action has been taken that would permit an offering of the securities or
possession or distribution of this announcement in any jurisdiction where
action for that purpose is required. None of the Joint Bookrunners and
co-managers or any of their or their affiliates' directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement).

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed
as suggesting that future performance, share price or results (including
earnings per share) will necessarily be the same or higher than in a previous
period. Nothing in this document should be taken as a profit and loss
forecast.

 

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